Sale of Acquired Assets. In the event that, prior to the Final Payment Date, the Buyer proposes to consummate a transaction pursuant to which all or substantially all of the Acquired Sponsor Contracts and Acquired Prospect Contracts are sold or transferred to an entity that is not a Buyer Subsidiary (or the Buyer, or a Buyer Subsidiary that is party to any such contracts, is sold or transferred to an entity that is not the Buyer or another Buyer Subsidiary) (any such transaction, a “Divestiture”) in a transaction in which the proposed purchaser or transferee would assume the obligations of the Buyer under this Section 1.2, the Buyer shall provide notice of such proposed Divestiture to the Seller, together with such information regarding the relevant purchaser or transferee as the Seller shall reasonably request. The Seller shall have ten (10) Business Days from the date the Seller receives any such notice (or any information the Seller may have reasonably requested within the initial ten (10) Business Day period) to provide an objection to any such proposed Divestiture on the basis that there is a reasonable likelihood that the proposed purchaser or transferee is not financially capable of making the remaining Post-
Sale of Acquired Assets. On the terms, and subject to the conditions, set forth in this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Purchaser on the Closing Date, and Purchaser agrees to purchase from Seller on the Closing Date, all of Seller's right, title and interest in and to the Acquired Assets (but as to any Licenses and Permits comprising part of the Acquired Assets, only to the extent assignable), subject to all existing leases (provided however, that the Master Lease under which Purchaser is the lessee will be merged into the feehold and extinguished at Closing) and agreements listed on SCHEDULE 2.01 or otherwise entered into in accordance with the Management Agreement (including, without limitation, the Central Plant Lease, the Construction Agreement, the Prior Purchase Agreement, the Management Agreement and the Utility Services Agreement, as the same may be modified pursuant to the Settlement Agreement) and Permitted Exceptions.
Sale of Acquired Assets. Upon the terms, and subject to the conditions set forth in this Agreement being satisfied or waived as provided herein, at the Closing (as defined in Section 4.1 of this Agreement), Seller will sell, transfer, and assign to Buyer’s Subsidiary and Buyer will purchase and accept from Seller substantially all of the tangible and intangible assets of the Seller, presently owned or leased by the Seller, wherever located, including, but not limited to all contractual rights, accounts receivable, all other receivables, cash, deposits, prepaid expenses, inventory, machinery, equipment, engineering data, databases, systems, designs, computer hardware and software, records, works in process, backlog, intellectual property (including but not limited to patents and licensing agreements), know-how, trade secrets, inventions, technology, company name, operating and equipment leases, licenses, permits, franchises, websites, customers, suppliers, contracts, sales and marketing literature and processes, techniques, goodwill, web sites, and pricing information related to the Business, as more particularly described in Exhibit C to this Agreement (the “Acquired Assets”), free and clear of all claims, liens, security interests, pledges and encumbrances other than those assumed by Buyer’s Subsidiary pursuant to this Agreement.
Sale of Acquired Assets. 1.1. Subject to the terms and conditions hereof, Seller shall sell to Buyer, and Buyer shall buy from Seller, the following assets, free and clear of all Liens (defined below), other than Permitted Exceptions (defined below):
Sale of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement being satisfied or waived as provided herein, at the Closing (as defined in Section 4.1 of this Agreement), Seller will sell to Buyer and Buyer will purchase and accept from Seller good and complete title in and to the Business and related Acquired Assets, as defined in Section 1.1 of this Agreement, including but not limited to all tangible and intangible property, equipment, furniture and fixtures, improvements, contract rights, rights under the lease for the premises of the Business, license rights to trademarks, tradenames, recipes, and related intellectual property, customer and supplier lists, and other assets of Seller related to the Business, as described in the attached Exhibit A (the “Acquired Assets”).
Sale of Acquired Assets. The terms of this Agreement shall incorporate the Recitals set forth above. 1.01
Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, Sellers agree to sell to Buyer, and Buyer agrees to purchase from Sellers, all of the rights, title and interest in and to the Acquired Assets.
Sale of Acquired Assets. 1. Sale, Assignment and Transfer of Acquired Assets to HMI
Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, Seller agrees to and, at the Closing (as defined in Section 1.03) will, sell, convey, transfer, deliver and assign to Purchaser, and Purchaser agrees to at the Closing and will purchase all of the Acquired Assets including, without limitation, all of the tangible and intangible assets, rights, interests and properties of every kind and nature, wherever located and by whomever possessed, owned by Seller as of the date hereof (together with any proceeds thereof or any payment thereon which may be received by Seller subsequent to the date hereof), including, without limitation, the following:
Sale of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Subsidiaries to, sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase or assume, as the case may be, from Seller or such Subsidiary all of the assets, rights, properties, claims, contracts and business of Seller and its Subsidiaries that are utilized primarily in the Business, of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including without limitation those assets listed on Schedule 2.1 hereto (collectively, the “Acquired Assets“), other than the Excluded Assets described in Section 2.2 hereof. As of the Closing, risk of loss as to the Acquired Assets shall pass from Seller to Buyer.
